Research Agreement

This Research Agreement (“Agreement”) effective as of [date] (“Effective Date”) is between Carnegie Mellon University, a nonprofit Pennsylvania corporation with offices located at 5000 Forbes Avenue, Pittsburgh, PA 15213 (“Carnegie Mellon”) and [company name] with offices located at [address of company] (“Sponsor”).

SponsorwouldlikeCarnegieMellontoconductaresearchprojectasdescribedinthisAgreement. Carnegie Mellon is interested in conducting the project in support of its nonprofit research and educationalobjectives.

Intending to be legally bound, Carnegie Mellon and Sponsor agree as follows:

1.Research Project. Carnegie Mellon agrees to perform the research project described in the Research Project Statement (“RPS”), attached as Appendix A(the “Project”). Unless otherwise specifically noted in the RPS: (i) Carnegie Mellon will perform its work at one of its campus locationsintheUnitedStates;and(ii)SponsormaynotperformanyofitsworkundertheRPSon Carnegie Mellon’s owned or leasedpremises.

2.Personnel.[principal investigator’s name] will serve as the “Project Director” while employedbyCarnegieMellon.However,should[principalinvestigator’sname]nolongerbeable toserveasProjectDirector,CarnegieMellonwillprovidenoticetotheSponsorofthereplacement ProjectDirector.

3.Term. The term of this Agreement begins as of the Effective Date and ends on [ending date] (“End Date”), unless it is terminated earlier as allowed under this Agreement or unless the parties both agree in writing to extend it (the “Term”). If a party intends to request an extension to the Term, it agrees to use reasonable efforts to notify the other party at least thirty (30) days before the end of the then-currentTerm.

4.Payment. Sponsor agrees to pay Carnegie Mellon the amount listed in the Budget (attached as Appendix B) in accordance with the Payment Schedule (attached as Appendix C). ThetotalcostchargedtoSponsorfortheProjectworkunderthisAgreementwillnotbemorethan

$[dollar amount] under this [fixed price/cost reimbursable] Agreement without Sponsor’s consent.

5.Equipment andProperty.

  1. PurchasedEquipment.UnlessotherwisespecifiedintheRPS,titletoandownershipofall equipment and property purchased by Carnegie Mellon under this Agreement will belong to CarnegieMellon.
  1. LoanedTangibleEquipment.SponsoragreestolistinAppendixAanytangibleequipment or property that it would like to loan to Carnegie Mellon for the Project. Title to any and all “on loan” equipment will remain with Sponsor. If specified in Appendix A, Sponsor will maintain insurance on such loaned items. Sponsor will provide final disposition instructions for all loaned equipment or property within ninety (90) days following the end of the Term. Carnegie Mellon will comply with such disposition instructions within thirty (30) days after receipt. To theextent

Sponsor fails to provide Carnegie Mellon with disposition instructions within the 90-day period mentionedabove,SponsoragreesthatCarnegieMellonmaydisposeofsuchequipmentorproperty as Carnegie Mellon desires without compensation or liability to Sponsor. If Sponsor requests the return of the equipment or property, Sponsor agrees that it will be returned by Carnegie Mellonat Sponsor’s expense in an “AS-IS”condition.

6.Identification of Open Source Software. The RPS will specify any open -sourcesoftware that the Project Director, as of the Effective Date, intends to incorporate into any Project deliverables listed in the RPS (“Deliverables”) or that he/she intends to use as the basis for modifications and/or improvements to be created under theProject.

7.Ownership of Project Work Product/IntellectualProperty.

  1. Intellectual Property Definition. As used in this Agreement, “Intellectual Property” means any and all art, method, process, procedure, invention, idea, design, concept, technique, discovery, improvement or moral right, regardless of patentability, as well as any patents, patent applications,copyrights,trademarks,servicemarks,tradenames,tradesecrets,know-howorother intellectual property rights recognized in any country or jurisdiction in theworld.
  1. Carnegie Mellon Developments. Carnegie Mellon will own any and all work product and/or Intellectual Property developed solely by it under this Agreement (“Carnegie Mellon IntellectualProperty”).
  1. Sponsor Developments. Sponsor will own any and all work product and/or Intellectual Property developed solely by it under this Agreement (“Sponsor IntellectualProperty”).
  1. Joint Developments. Carnegie Mellon and Sponsor will jointly own any and all work product and/or Intellectual Property developed jointly (e.g., to the extent the parties would be considered joint inventors and/or joint copyright holders, as applicable, under relevant U.S. intellectual property laws) under this Agreement (“Joint Intellectual Property”) provided that SponsorisnotdevelopingitsportionofsuchJointIntellectualPropertyinCarnegieMellon’stax- exempt bond financedfacilities.
  1. Prior/Outside Developments. Each party will retain its rights in any work product and/or IntellectualPropertydevelopedpriortoand/oroutsidethescopeofthisAgreement(“Background IntellectualProperty”).
  1. Sponsor’s Use of Carnegie Mellon’s Tax-Exempt Bond Financed Facilities. NotwithstandinganythingtothecontraryinthisAgreement,shouldSponsorperformProjectwork inaCarnegieMellonlocationfinancedwithtax-exemptbonds,thenanysuchworkwillbeowned by Carnegie Mellon and treated as Carnegie Mellon Intellectual Property for purposes of this Agreement so that Carnegie Mellon may comply with its tax-exempt bondobligations.

8.Notification of Disclosures. Carnegie Mellon agrees to provide written notice toSponsor (a “Disclosure Notice”) of any and all Intellectual Property disclosures that are received by Carnegie Mellon’s Center for Technology Transfer and Enterprise Creation (“CTTEC”) relating to Carnegie Mellon Intellectual Property and/or Joint Intellectual Property created under the Project. This Disclosure Notice is usually sent within four (4) weeks of receipt by CTTEC. To the extent a disclosure to CTTEC indicated that any of the Intellectual Property listed in the disclosureincludesorisbaseduponIntellectualPropertysubjecttoanopensourcesoftware

license, CTTEC shall include such information in the applicable Disclosure Notice. Likewise, Sponsor agrees to notify Carnegie Mellon of any and all Intellectual Property disclosures relating to Sponsor Intellectual Property and/or Joint Intellectual Property created under the Project. Any notices sent to a party pursuant to this Section shall be sent using the relevant contactinformation for intellectual property and licensing issues specified on the signaturepage.

9.Protecting Project IntellectualProperty.

  1. Definition. “Intellectual Property Protections” means the registration, application, filing, prosecution or maintenance of a patent, copyright, trademark or other protective measure for IntellectualProperty.
  1. Obtaining Protection. Carnegie Mellon may, in its discretion, file for and maintain IntellectualPropertyProtectionsanywhereintheworldforanyorallCarnegieMellonIntellectual Property. Sponsor may request that Carnegie Mellon pursue Intellectual Property Protections for such Intellectual Property in a particular country(ies) at the Sponsor's expense. Either party may file for and maintain Intellectual Property Protections for Joint Intellectual Property developed under this Agreement. In the event that a party wants to obtain or maintain any Intellectual Property Protections concerning Joint Intellectual Property, the other party agrees to execute any documentation reasonablyrequested.

10.Use and Protection of Joint IntellectualProperty.

  1. RightstoJointIntellectualProperty;SharingofExpenses.JointIntellectualPropertyshall be owned equally by the parties. Except as provided below, the parties agree: (i) to share equally all expenses incurred in obtaining and maintaining Intellectual Property Protections on Joint Intellectual Property, and (ii) that each party shall have the right to license such Joint Intellectual Property to third parties (with the right to sublicense) without accounting to the other andwithout the consent of the other, subject to any exclusive licensing opportunities offered pursuant to the RPS. In the event that consent by each joint owner is necessary for either joint owner to license the Joint Intellectual Property, the parties hereby consent to the other party’s grant of one ormore licensesundertheJointIntellectualPropertytothirdpartiesandshallexecuteanydocumentordo any other act reasonably requested to evidence suchconsent.
  1. Exceptions to Expense Sharing. Notwithstanding the foregoing, a party may decide that it does not want to financially support Intellectual Property Protections for certain Joint Intellectual Property (a “Non-Supporting Party”). In that case of a Non-Supporting Party, the other party is free to seek and obtain such Intellectual Property Protections at its own expense (a “Supporting Party”), provided that title to any such Intellectual Property Protections shall still be held jointly by the parties. However, if the Non-Supporting Party then subsequently licenses and/orotherwise usestheJointIntellectualPropertyforeconomicgaininaparticularcountrythatiscoveredbythe Intellectual Property Protections obtained by the Supporting Party, the Non-Supporting Party agrees to pay: (a) fifty percent (50%) of the fees and expenses incurred by the Supporting Party for the Intellectual Property Protections, plus (b) interest accruing from the date upon which such costswereincurredattherateperannumannouncedfromtimetotimebytheWallStreetJournal as the primerate.

11.ReviewandEvaluationLicenseGrantedtoSponsor.ProvidedSponsorhasfulfilled(and continues to fulfill) any and all payment obligations to Carnegie Mellon as contemplated by this Agreement,CarnegieMellonherebygrantstoSponsoranon-exclusive,non-transferable,royalty- free, worldwide, perpetual license for any and all Carnegie Mellon Intellectual Property listedas

Deliverables in Appendix Afor the Sponsor's internal operations and internal, non-commercial research use ("Review and Evaluation License"). Pursuant to such Review and Evaluation License,SponsormaycopyanddistributetheDeliverablestoindividualsinternallywithinitsown organization. Sponsor may also modify the Deliverables, provided that Sponsor may only use such modifications within the scope of this Review and Evaluation License and hereby assigns to Carnegie Mellon any and all rights to such modifications. For clarification, this Review and Evaluation License includes the right to test and perform research within Sponsor’s commercial productionenvironment,providedthatitdoesnotincludetherighttousetheDeliverables(and/or modificationstheretomadebySponsorunderthisReviewandEvaluationLicense)asthebasisfor and/or provision of commercial products or services. With respect to Deliverables that constitute software, unless the source code is delivered to Sponsor, Sponsor agrees that it shall not (and will not allow others to) decompile or reverse engineer any Deliverables. Except for the rightsgranted above, all other rights in the Deliverables remain with Carnegie Mellon. If Sponsor would like additional rights to the Deliverables (including but not limited to the right to use the Deliverables for commercial marketing, production, redistribution, sale, rent, lease, sublicensing assignment, publication, or dissemination) it must request to negotiate a commercial license as described in Section 13below.

12.Internal Use Rights Granted to Carnegie Mellon.Sponsor hereby grants to Carnegie Mellon a non-exclusive, non-transferable, royalty-free, worldwide, perpetual license for all Sponsor Intellectual Property for Carnegie Mellon’s administrative academic and research purposes ("Research Use License"). Pursuant to such Research Use License, Carnegie Mellon may copy, distribute, modify and use the Sponsor Intellectual Property for research purposes and general academic use within Carnegie Mellon, but otherwise shall not, nor permit any third party to, modify, decompile, reverse engineer, redistribute, repackage, encumber, sell, rent, lease, sublicense, assign, time-share, publish, broadcast, circulate, market, donate, disseminate, retransmit, or commercially-exploit the Sponsor Intellectual Property or any partthereof.

13.Commercial Licensing Opportunities Available toSponsor.

  1. Available Licenses Specified in RPS. The RPS will specify Sponsor’s commercial licensing opportunities with respect to Carnegie Mellon Intellectual Property and/or Joint Intellectual Property developed under this Agreement (the “Available Licenses”). Sponsor will haveonehundredeighty(180)daysafterreceivingaDisclosureNoticetoinformCarnegieMellon if Sponsor is interested in negotiating an Available License to the Carnegie Mellon Intellectual Property (and/or Joint Intellectual Property, when applicable) that is referenced in the Disclosure Notice(the“NegotiationPeriod”).IfthespecifiedAvailableLicensesincludeexclusivelicensing opportunities for Carnegie Mellon Intellectual Property and/or Joint Intellectual Property: (i) CarnegieMellonagreesthatduringtheNegotiationPerioditwillnotconductlicensenegotiations with any other party for the same Carnegie Mellon Intellectual Property and/or Joint Intellectual Property,unlessSponsorindicatesduringtheNegotiationPeriodthatitisinterestedinnegotiating only a non-exclusive license; and (ii) Sponsor understands and agrees that if it is in breach of this Agreement at the time it receives the Disclosure Notice (for example, if Sponsor is delinquent in making payments as required under this Agreement), it is not entitled to request any exclusive negotiations during the Negotiation Period and Carnegie Mellon is free to pursue licenses with other third parties during such time. To the extent any Carnegie Mellon Intellectual Property and/or Joint Intellectual Property includes any open source software and/or is subject to the terms of any open source software license, the Available Licenses for such Intellectual Property will be subject to any relevant open source licensing terms, notwithstanding anything to the contrary herein or elsewhere in theAgreement.

If Sponsor would like to negotiate such an Available License after the Negotiation Period ends and/oralicensetoIntellectualPropertythatwasnotcreatedontheProject,Sponsorisalwaysfree to contact Carnegie Mellon at any time and request to do so (however, Carnegie Mellon cannot guarantee that the relevant Intellectual Property will be available for the desired license at that time).

  1. LicensingProcess.ThegrantingofanyAvailableLicenseissubjecttothenegotiationand execution of a mutually-agreeable, separate written license agreement. However, Carnegie Mellon’sexpectationsarethatanylicensewill,ataminimum:(a)havealimitedtermandcovera defined field of use; (b) require mutually-agreeable licensing fees and/or royalties (subject to any preset amounts listed in the RPS for the selected Available License); (c) require Sponsor to pay for Intellectual Property Protections, where the Sponsor covers 50% of such costs for a non- exclusive license and 100% of such costs for an exclusive license (unless the non-exclusively licensed Intellectual Property Protections were requested by Sponsor in which case Sponsor will pay one hundred percent (100%) of such costs and expenses), with a mechanism for proration in the event of additional licensees); (d) require Carnegie Mellon’s prior written consent to sublicense, except to Sponsor’s direct customers; (e) include disclaimers and indemnification for the benefit of Carnegie Mellon; and (f) for an exclusive license, include milestones for commercialization.

14.ConfidentialInformation.

  1. Definition. All information, data, documents, materials and know-how which may be disclosed or furnished pursuant to this Agreement shall be considered “Confidential Information” if marked or designated as providedbelow.
  1. Marking Requirement. In order to be considered “Confidential Information” under this Agreement: (i) information that is disclosed in written or tangible form must be marked “confidential” at the time of disclosure, and (ii) information that is disclosed orally or otherwise than in tangible form must be identified as “confidential” at the time of disclosure and a written summary must be provided to the recipient within twenty (20) daysthereafter.
  1. Exceptions. “Confidential Information” does not include any information that: (i) was known to the recipient prior to disclosure by the other party; (ii) is or becomes publicly available (with no obligation of confidentiality) through no fault of recipient; (iii) is independently developed by employees of recipient without use or reference to the Confidential Information;or

(iv) is or was brought to recipient's attention by a third party who has a legal right to do so.

  1. Confidentiality Obligations. For two (2) years following the End Date of this Agreement, the recipient of the other party’s Confidential Information will not share it with any third party (except to the extent otherwise permitted herein) and will keep it confidential using the same degree of care as it uses in protecting and preserving its own confidential information (but noless than a reasonable standard of care). Provided the recipient is exercising this standard of care, it will not be liable for the inadvertent or accidental disclosure of ConfidentialInformation.
  1. Permitted Disclosure. It will not be a violation of this Section for a recipient to disclose the other party’s Confidential Information in response to a subpoena, court order or other legal processprovidedthattherecipientgivesthedisclosingpartyreasonableadvancewrittennoticeof the required disclosure (unless prohibited by the terms of the court order, etc.) and provided the recipient discloses only as much Confidential Information as required. In addition, recipientmay

disclose the other party’s Confidential Information to its third party advisors, contractors, attorneys, auditors, agents and representatives (“Representatives”) who have a need to know the ConfidentialInformationforthepurposeofthisAgreementprovidedthatanysuchRepresentative is bound to maintain the confidentiality of the Confidential Information under terms at least as stringent as thoseherein.

15.Publications.

  1. Right to Publish. Subject to any applicable confidentiality obligations, Sponsor understands that Carnegie Mellon is free to publish its Project work (including reports and papers of research and other activities conducted under the Project) in accordance with academic standards.AnysuchreportsorpapersmayrefertothefactthattheProjectwasconductedpursuant to a grant fromSponsor.
  1. Review and Comment. During the Term and for a period of two (2) years from the End Date,CarnegieMellonagreestoprovideSponsorwithacopyofanysuchProjectreportsorpapers (excluding student thesis and/or dissertations) for review and comment at least thirty (30) days prior to submission for publication. Sponsor can then request deletion from the publication ofany Sponsor Confidential Information that has been inadvertently included and/or can request an additional sixty (60) day delay in submission for publication to allow time for filing of patent/copyright protection on Intellectual Property in which Sponsor has an ownership interest (such as Joint Intellectual Property), provided that the publication can proceed prior to the expiration of such 60-day period to the extent the relevant filings have beenmade.

16.Use of the Name of Carnegie Mellon or Sponsor.Except for any acknowledgment of Sponsor’s funding referenced in Section 15 above, each party agrees not to use the name or trademarks of the other party or any member of its staff in sales promotion work, advertising or other publicity without the prior written permission of the otherparty.

17.Termination.

  1. TerminationforConvenience.EitherpartyshallhavetherighttoterminatethisAgreement by providing the other party with at least sixty (60) days prior writtennotice.
  1. Effect of Termination. In the event of termination, Sponsor agrees to pay CarnegieMellon for all work performed up through the effective date of termination. For purposes ofclarification:

(i)if this Agreement is a cost reimbursable agreement, Carnegie Mellon will invoice for allcostsincurredthroughtheeffectivedateofterminationand,whereSponsorwastheterminating party, for the cost of all commitments made prior to the date of termination notification which couldnotbeimmediatelycancelledandwhichareadirectresultoftheworkunderthisAgreement; or

(ii)if this Agreement is a fixed price agreement, Carnegie Mellon will invoice for all paymentsdueandowingasofthedateoftermination(or,wheretherearenomilestonepayments, for a percentage of the fixed price based on the percentage of work completed as of the effective dateoftermination),and,whereSponsorwastheterminatingparty,forthecostofallcommitments made prior to the date of termination notification which would not be immediately cancelled and which are a directly result of the work under thisAgreement.

In either case, upon the reasonable written request of Sponsor, Carnegie Mellon will provide documentation on any and all such commitments that were not able to be immediately cancelled.